6 March 2023 10:30

Letter to the Shareholders 2023 of the Chairman and the CEO

Dear Shareholders,

after two years which were marked deeply by the pandemic, in 2022 we also had to face an extremely complex external scenario.


Difficulties in the operating environment continue, with an unexpected change in inflation and interest rates reflected in portfolio valuations

In the first months of last year the Omnicron variant of COVID-19 caused hundreds of thousands of infections in Italy, while after the Russian-Ukrainian conflict began many supply chain disruptions worsened after having already been tested by the restrictions implemented to contain the pandemic; the difficulties in procurement fueled inflation, driven, above all, by higher energy costs. The need to contain the rise in prices caused central banks to tighten monetary policy which resulted in a sudden rise in borrowing costs.

This backdrop also had a direct impact on the valuation of IGD’s real estate assets with a noticeable increase in the exit rates used in the appraisals which was not fully offset by rent indexing, resulting in a decrease in fair value of approximately €53 million which, along with all of the investments made in the year, had an impact on the Company’s income statement of €93.8 million.


The improved Funds from Operations provides a reassuring signal

There was, however, an increase in the indicator which best reflects the effectiveness of IGD’s operational and financial management, namely Funds from Operations or FFO, which rose 3.8% to €67.1 million: a performance which, therefore, exceeded the growth rate we forecast last August.

This performance reassures us about the effectiveness of the policies we used to navigate this complex year and confirms the validity of our business model.


The policies used to support tenants experiencing difficulties are reflected in the positive operating metrics

In the two-year period 2020-2021 IGD’s Italian shopping centers experienced significant restrictions due to the pandemic and were closed 87 days in 2020 and 44 in 2021. The decision to negotiate with each tenant individually in order to find the most effective solutions including temporary discounts and deferred payments made it possible to limit the number of vacancies or uncollectible accounts, as well as maintain the lease structure and avoid economic repercussions in subsequent years.

In 2022, even though we didn’t experience the closures of the prior years and there was no carry over in the discounts granted during the peak of the pandemic, we did have to face a first quarter that was still complex due to the spread of infections caused by the Omicron variant of the virus, a factor which affected the number of shopping center visits to a certain degree.

In subsequent quarters, we had to address new limits on household spending as purchasing power was eroded by galloping inflation and – above all in the second part of the year – the higher cost of mortgages, utilities and fuel.  On the other hand, the margins of our tenants were put under great pressure by the significant increase in energy costs.

In order to sustain individual brands experiencing difficulties, in 2022 we had to, once again, take steps like granting temporary discounts, albeit while maintaining the prior approach and leaving the previous lease structure unchanged.

The fact that rent collection has been successful, with occupancy maintained at a good level, confirms the validity of the direction we have taken in the last three years.

The trend in debt collection for the Italian portfolio says we were right, as rent collection improved in 2022 and today is around 96%.

At year-end 2022, furthermore, the financial occupancy of IGD’s Italian portfolio was 95.7%, higher than in the prior year.

In 2022 IGD’s commercial team signed 171 new leases (91 renewals and 80 with new brands) out of a total of 1,401 leases for the Italian portfolio, with an average upside on rents of 1.1%.

As part of the pre-letting process, in 2022 a few new leases were closed which call for step-up mechanisms: this mechanism makes it possible to temporarily sterilize the impact of galloping inflation and makes it easier to introduce new anchor brands which, moving forward, will be subject to indexed rents consistent with IGD’s typical lease structure.

The policy to keep the lease structure unchanged proved to be a winning one: today IGD benefits from the indexed rents with a very small portion of rental income exposed to changes in sales performances.


Sales increase at the malls and the hypermarkets

Despite a challenging first quarter, the sales of retailers in IGD’s Italian malls rose noticeably in 2022, posting an increase of 13.3% compared to 2021 and exceeding the 2019 pre-pandemic level by 0.7%. Sales at hypermarkets also recovered, with an increase of 2.5% compared to 2021, which confirms their key role as a shopping center anchor.

Our analyses revealed another positive signal, more retailers reported higher sales than in 2021, like-for-like: particularly encouraging for a property company like IGD which derives around half its rental income from local shops of less than 250 square meters. This is also the type of retailer that suffered the biggest drop in sales in the two-year period 2020-2021, while retailers with medium/large stores benefitted more directly from the increase in the average ticket.

The trend, seen beginning in 2020, of less frequent visits to the shopping center, or made by fewer members of the same family, but more targeted shopping compared to the pre-pandemic period continued. Footfalls, while still 17.1% lower than in 2019, were, however, 6.9% higher than in 2021.


Sales were higher than in 2021 across all the different merchandise categories

Compared to the general improvement recorded by all merchandise categories, the increase seen at malls was above the 13.4% average with, more specifically, restaurants bouncing back by 53%, followed by personal care and home goods, up 16.1% and 14.1%, respectively. Clothing also recorded a slightly higher than average increase of 13.5%.

The first trend that emerged was a reawakening of social life, which benefitted the fast-food segment, in particular. IGD succeeded in leveraging on this behavior thanks to the recent introduction of new restaurant tenants, characterized by light layouts and distinct themes: this made it possible to provide a range of choices for both lunch, as home working decreased, and in the evening, as movie theaters reopened driven also by the new films which were finally available.

The second trend seen in 2022 was the desire for a reward, after taking care of yourself and your “nest”, where you could, once again, entertain. After long periods during which people were isolated at home, in 2022 the amount spent on cosmetics, on eyewear and, above all, in jewelry stores, as well as home good stores, increased considerably.

While the growth in electronics slowed, after a particularly brilliant 2021 during which televisions were substituted and the need, already seen in 2020, to be equipped adequately for remote learning and working, in 2022 clothing, which represents 53% of the merchandising mix in IGD’s Italian malls, began to grow again as the desire to go out and meet people resumed.

New trends also emerged within this category: shoppers looking for a reward were drawn more and more by premium clothing brands, with high average tickets or sought products which reflected the latest fashion trends, but at lower costs.

In our malls, therefore, we quickly revisited the merchandising mix, reducing the mid-range price points and increasing the merchandise which was more in line with shoppers’ preferences.

The revised mix was particularly noticeable at two core portfolio assets: Puntadiferro in Forlì and Tiburtino in Rome – two centers which, compared to a year ago, now have new brands which offer an array of products, from home goods to barber shops, from hair salons to a wide range of esthetic services, through new food court formats. High impact marketing was also carried out at the PortoGrande center near Ascoli, where the restyling will be completed in 2023: after the hypermarket was downsized, new merchandise was introduced based on a careful, comparative analysis of the catchment area.

The introduction of new tenants, above all where the hypermarket space was reduced, resulted in lower rents during the period in which the spaces were vacant in order to complete fit-outs in the new stores. The immediate impact on footfalls at the centers which were remodeled or where the mix was revised quantifiable by IGD testify to the validity of the remarketing initiatives.

Thanks to the new commercial mix, footfalls and sales are now paying for the work done which proves how vital it is, now more than ever, to interpret and capture the new emerging consumer trends in order to fuel rental income.


IGD’s marketing is enhanced by new tools which leverage on digitalization

2022 marked the return of in-person events inside IGD’s shopping centers: a marketing tool which has always contributed effectively to attracting traffic and which were impossible to carry out due to pandemic restrictions. A total of 531 events have been organized in IGD’s Italian centers since the spring.

With a view to strengthening the partnership between owners and core tenants, in the last quarter of 2022 we also launched an important co-marketing campaign with Coop Alleanza 3.0, broken down in three distinct areas, which involved 12 shopping centers. Firstly, IGD benefitted from an improved understanding and perception of its brand through the communication of events, sales initiatives and new openings, included in the roughly 20 million flyers sent to Coop members. Secondly, thanks to an important promotion, IGD distributed 50 thousand coupons, double the amount spent by customers, to be used for other purchases which incentivized family shopping and fueled new demand. Thirdly, thanks to the development of digital planning, IGD was able to leverage on the circa 680 thousand newsletters and SMS sent by Coop Alleanza 3.0 to its members and offer a series of exclusive promotions, while also improving its database by increasing the number of contacts and enhancing profiles.

After the launch of the digital marketing plan in 2020 and the implementation of the Customer Relationship Management system in 2021, there were further, important changes in the digitalization of IGD’s shopping centers: in 2022 we, in fact, completely renewed the totems and increased the number of infopads, adding new customer services; the 30 ledwalls found today in IGD’s centers are also ready to be used as remunerative advertising spaces.

Thanks to the noticeable expansion of the customer database in 2022 and the 18 different profiles registered, today IGD can create personalized marketing and communication campaigns.

Currently other co-marketing projects, in addition to the pilot project with the makeup brand KIKO Milano, with different mall brands are being considered.


With occupancy high, Winmarkt records satisfactory rent collection

In Romania the macroeconomic backdrop in which we found ourselves in 2022 showed net recovery, despite the slowdown recorded in the second half of the year.

IGD’s team worked hard to regain a high level of financial occupancy in the malls, after it fell to 93.6% at year-end 2020 due to the pandemic. Thanks to the effective re-marketing actions, at the end of 2022 occupancy at the Winmarkt malls reached 98%: key to rebuilding traffic and strengthening the appeal of our chain of 14 shopping centers. This important result was achieved mainly by adding new tenants in the high floors and in the larger stores, including doctors’ offices, public services, fitness centers and clothing chains offering trendy, but accessible, merchandise. The number of small, local retailers continues to be significant, however, at around 42% of the total, while international brands account for 37% and Rumanian brands the remaining 21%. In Romania a total of 272 renewed leases, as well as 121 turnover leases, were signed in 2022, with an average upside on rents of 1.8%. In the twelve-month period, a total of 45 new stores were opened in the malls. After negotiations, we also increased the visibility of revenue, with rents currently locked in for a period of just under 5 years. The high percentage of rent collection for 2022, which came in at around 97% in early February 2023 testifies to the effectiveness of the commercial policies.

As for capex, in 2022 we made all the investments in the fit-outs needed for the new brands and to improve energy efficiency, including the installation of a new solar energy system at the Ploiesti center, for a total of €1.4 million.


Considerable investments made in the Italian assets consistent with the pipeline

In 2022 the investments made by Gruppo IGD totaled €34.6 million: compared to €22.9 million in 2021.

In November 2022, we completed the restyling of the La Favorita center in Mantua, which involved a complete renewal of the layout that we carried out paying great attention to energy efficiency and environmental impact.

We also reduced the size of three hypermarkets, which freed up new spaces for new brands in the malls: in the two Sicilian centers, La Torre in Palermo and Katanè in Catania, as well as in the PortoGrande center in San Benedetto del Tronto, where the remodeling of the new spaces has been completed, stores are already open, and the restyling of the entire asset is expected to completed in 2023.

A lot of work was also done at Officine Storiche in Livorno. In the residential section 42 apartments were built, 17 of which were sold in 2022 with a cash-in of around €7 million. 15 additional binding offers were also signed for an expected cash-in of €6.7 million in 2023.

With regard again to the Officine Storiche project, work continued on the more than 16 thousand square meters dedicated to retail businesses and entertainment. Pre-letting of the leasable spaces reached more than 80% as the second quarter 2023 inauguration approaches.

All the work done provides us with an opportunity to make our assets more sustainable and environmentally friendly. In 2022 we, in fact, made a total of €3 million in “green” investments.


Consistent execution of the financial strategy

 In terms of financial management, in 2022 IGD worked to ensure adequate debt refinancing and cost optimization.

The 2022 financial maturities, amounting to €180.6 million, were largely covered with the liquidity of €158 million available at the beginning of the year and, for the remainder, by the resources obtained through two loans closed in the second half of the year. In August we closed the first unsecured senior green loan in IGD’s history for a total of €215 million, with a duration of three years and extendible for an additional two: a financing tool which was well received by both banks and investors which IGD was able to obtain thanks to its vast portfolio of high quality assets, with “very good” or “excellent” BREEAM certifications. We also obtained a SACE guaranteed loan of €20.9 million from a top-tier lender. After the renewals negotiated in the spring, the unutilized committed lines amounted to more than €60 million at the end of 2022.

As a result of the new resources gathered and the renewed facilities, IGD closed the year with the 2023 financial maturities basically covered, in line with the need to close refinancing transactions around 12 months before any maturities in order to maintain the investment grade rating.

Today IGD’s corporate debt has a cross over rating, based on the ratings of two agencies: an investment grade rating, BBB- with a stable outlook, from Fitch Ratings and a second BB+ rating with a stable outlook from S&P Global Ratings. While the last revision of Fitch Ratings was made in November 2022, S&P will carry out its annual revision (the last revision was in September 2022) after publication of the FY 2022 results. Last year both of the agencies paid great attention to our ability to maintain adequate liquidity given the great impact that higher interest rates have on the real estate sector.

In 2022 IGD’s average cost of debt was 2.26%, largely unchanged with respect to the 2.20% posted in 2021.


Changes in the perimeter and higher energy costs impacted the EBITDA in 2022, which, however was impacted positively by the post-pandemic remarketing and rent indexing

The actions taken in terms of commercial and asset management led to solid results in the “top” lines of the income statement, namely through EBITDA, in what was a difficult environment.

In 2022 core business EBITDA was, in fact, 3.6% lower than in 2021, coming in at €103.4 million. Total rental income fell more than EBITDA (by 5.4% YoY) to €137.3 million: the core business EBITDA Margin was therefore higher, coming in at 71.6% compared to 70.8% in 2021.

Even though no direct costs associated with the pandemic were recorded in 2022, as was the case in 2020 and 2021, rental income was 3.7% lower than in 2021, coming in at €114.0 million. This performance reflects the drop in revenue attributable to the change in perimeter following the sale of assets at the end of 2021 and the termination of the Centro Piave (near Venice) master lease, as well as the increase in condominium fees (linked to vacancies or leases with capped expenses), explained primarily by higher energy costs. Net rental income benefitted from the positive impact of recent pre-letting and the structure of IGD’s rents which are largely indexed. Like-for-like, net rental income would have been 7.1% higher than in 2021.

Thanks to rigorous financial discipline, general expenses were up by only 1.4%, well below average yearly inflation in 2022 which in Italy reached 8.1%.


Property writedowns impact the income statement

Based on the valuations of the independent appraisers, Gruppo IGD’s real estate portfolio had a fair value of €2,080.86 million at year-end 2022, a decrease of 2.79% with respect to year-end 2021.

In general, with discount rates rising due to inflation, the net exit yields fell which had a negative impact on property values.

The total fair value of Gruppo IGD’s assets was also influenced by the Romanian portfolio with the valuation of the Winmarkt assets equal to €128.3 million and the assets of the Porta a Mare project in Livorno which were valued at €623 million.

In 2022 the bottom line of Gruppo IGD’s income statement was affected significantly by the €53 million decrease in fair value LFL shown in the year-end independent appraisals, along with the capex recorded in the year for a total negative impact of around in €93 million.

EBIT reflects the impact of the increased property writedowns, though it remained positive: in 2022 EBIT came to €7.7 million, €82.2 million lower than in 2021.


Net financial charges were lower, consistent with the average net financial position which was lower than in 2021

Financial charges amounted to €30.5 million, 8.5% lower than the net charges of €33.3 million recorded in the prior year, while the net financial position, net of the IGD headquarter leasehold, fell from the €987 million reported at the end of 2021 to €976.9 million at year-end 2022. Despite the decrease in debt, the Loan-to-Value went from 44.8% at the end of 2021 to 45.7% at year-end 2022 due to the decrease in fair value.

The bottom line of the FY 2022 consolidated income statement shows a net loss of €22.3 million, compared to a net profit of €52.8 million in 2021.


The improvement in funds from operations beats the guidance

The adjusted FFO was 3.8% higher, going from €64.7 million in 2021 to €67.2 million in 2022.

FFO was higher than the guidance for FY 2022 that we shared with the market on 4 August, when we said we expected an increase of between 2% and 3%.

Adjusted for the decrease in the perimeter attributable to the sale of assets closed at the end of 2021, the improvement YoY would have reached around 17-18%.


Governance continues to grow stronger

With regard to Enterprise Risk Management, the ongoing evolution of the model continued with a strengthening of the quantitative aspects of risk analysis, while as of 1 January 2023 risk management was outsourced to a top-tier sector company, which will interface directly with the Risk Control Committee or the Board of Directors. One of the first tasks of the new risk manager will be to assess the model itself, with a view also to improving the interface with the process used to prepare and update the Business Plan.

Significant changes were also made to the remuneration policy in order to increase the probability of retaining key resources and to further increase management’s incentive to reach the Plan targets.

The continuous improvements in terms of Governance are reflected in the 13 ESG ratings which were assigned to IGD in 2022, largely in line or better compared to 2021.


The IGD shopping center format continues to be valid

In the wake of 2022’s reassuring operating indicators and the performances recorded in the first weeks of 2023, which show double-digit growth in footfalls compared to the prior year, we can confirm that IGD’s business model – based on the long-term management of urban shopping centers, dominant in their catchment areas, which leverage on the presence of a food anchor– is still a valid model, including in the post-pandemic era and coexistence with eCommerce.

The increase in the hypermarkets’ sales, as well as the convincing recovery of product categories which comprise a significant portion of our portfolio, are signals which speak to the health of our business.

We should also consider that the brands with the most compelling performances in 2022 are the ones that succeeded in giving an extra push to sales through an increasingly more effective use of omnichannelism: not only integrating their online presence with an enhanced in-person shopping experience, but also by enriching their offer with product lines conceived together with influencers, or using testimonials in advertising which attract a large number of followers on social media.

These new successes are further proof that the shopping center is now, more than ever, key to the implementation of a brand’s omnichannel strategy.


The implementation of the strategic guidelines continues

The profound change in the global market environment with respect to when the Business Plan 2022-2024 was prepared made it impossible to reach the targets set in December 2021, when the Plan was presented to the financial community. This does not mean, however, that the policies included in this Plan are no longer valid.

We, therefore, are beginning 2023 with a very clear agenda aimed at carrying out a strategy which, including in these last, difficult years, has proved to be effective.


At the top of the agenda, is the need to keep the Loan-to-Value under control

Financial sustainability is obviously the priority, considering the need to complete the refinancing of the next maturities well in advance in order to maintain our investment grade rating.

This is why, in addition to focusing on obtaining new financing to cover the circa €220 million in maturities falling due in the next 18 months, we are going to prepare a Sustainability Framework which will be linked to our new bond issue in order to also tap into the demand of green investors, leveraging on the quality of our real estate portfolio.

Our main objective is to complete the disposals we already included in our 2024 Plan as soon as possible in order to reduce the Loan-to-Value. Toward this end we have already identified some non-core assets the sale of which could result in a cash-in of €180-200 million: these include the subsidiary Winmarkt in Romania, as well as three stand-alone hypermarkets in Italy and three plots of developable land that are part of the Porta a Mare project in Livorno.


We have flexibility in the investment pipeline which will be used opportunely

The other path will be to optimize investments, while maintaining the focus on the pipeline of investments to be completed. Out of a total of €82 million in investments called for in 2022-2024, we have €47 million still to go, of which €32 million can be deferred: this provides us with flexibility in 2023. In addition to completing the Officine Storiche project by the end of the first half (with the inauguration of Officine Storiche the entire Porta a Mare project will be completed), in 2023 IGD will also work on an extensive restyling of the Leonardo center in Imola, as well as the completion of the PortoGrande restyling in San Benedetto del Tronto.


Each operating decision will be made with a view to maintaining high occupancy

In terms of operating policies, our guiding light will continue to be preserving occupancy, maintaining rents at a level that provides us with an adequate return and is sustainable for tenants. The indexed rents provide IGD with protection against inflation.

We will, therefore, continue with routine maintenance capex, while moving forward with the projects to improve the environmental sustainability and digitalization of our assets.


IGD confirms its nature as a dividend company again in 2023

The Board of Directors proposes that during the Annual General Meeting on 13 April 2023, shareholders approve a dividend of 0.30 euro per share. The total amount of the dividend proposed is in line with the minimum dividend provided for in the 2024 Plan.

The dividend of 30 euro cents per share proposed represents the sum of, for 0.09 euro, residual reserves released following the disposal made at year-end 2021 and an additional 0.21 euro from other distributable reserves.

Given the yield of around 10.9% against the price at 22 February 2023, it’s clear that providing shareholders with an attractive remuneration continues to be part of IGD’s equity story.


Based on our multi-stakeholder approach, we will continue to work on ensuring that an investment in IGD’s shares is remunerative

Despite the high interest rate environment and the uncertainty surrounding the rate of economic growth, we will continue to implement our strategy with determination, loyal to all of our stakeholders: from our shopping center visitors, to whom we want to continue to provide the best experience possible under the best possible conditions, to our tenants, for whom we want to continue to create sustainable operating conditions, to our employees, whose extraordinary commitment over that last three years we want to applaud, and, last but not least, our shareholders, who met the challenges we faced with their risk capital. We will work for them to increase the value of Gruppo IGD and to create the conditions, once financial leverage is balanced, needed to provide a remunerative dividend, consistent with our SIIQ status.